Core Viewpoint - The legal opinion confirms that the 2025 first extraordinary general meeting of Suzhou Huazhi Jie Telecommunications Co., Ltd. was convened and conducted in compliance with relevant laws and regulations, ensuring the legitimacy of the meeting and its resolutions [1][3][4]. Group 1: Meeting Procedures - The third board of directors of the company made a resolution to convene the meeting on July 16, 2025, and the notice was published on July 17, 2025, detailing the time, location, agenda, voting methods, and attendees [3][4]. - The meeting was held on August 1, 2025, at 13:30 in Suzhou, with both on-site and online voting options available [3][4]. - The legal opinion asserts that the convening and conducting procedures of the meeting comply with the laws, regulations, and the company's articles of association [3][4]. Group 2: Attendee Qualifications - A total of 189 attendees participated in the meeting, holding 78,332,744 voting shares, which represents 78.3327% of the total shares [4][5]. - Among the attendees, 7 were present on-site, holding 72,000,400 shares (72.0004%), while 182 participated via online voting, holding 6,332,344 shares (6.3323%) [4][5]. - The qualifications of the attendees and the convenor of the meeting were verified and deemed valid [4][5]. Group 3: Voting Procedures and Results - All voting matters were listed in the meeting notice, and the voting was conducted through both on-site and online methods without any postponement [6][7]. - The results of the voting on various resolutions were as follows: - The proposal to use part of the idle raised funds and self-owned funds for cash management was approved with 78,304,844 votes (99.9640%) [6]. - The proposal to change the company's registered capital, type, and business scope, and to cancel the supervisory board was approved with 78,308,644 votes (99.9660%) [6]. - The proposal to amend the rules of the shareholders' meeting was approved with 78,311,944 votes (99.9670%) [7]. - The proposal to amend the rules of the board meeting was approved with 78,310,244 votes (99.9660%) [7]. - The proposal to amend the cumulative voting system implementation details was approved with 78,312,344 votes (99.9670%) [7]. - The proposal to amend the independent director work system was approved with 78,311,044 votes (99.9660%) [7]. - The proposal to amend the management system for the use of raised funds was approved with 78,309,044 votes (99.9640%) [8]. - The proposal to amend the external guarantee management measures was approved with 78,300,544 votes (99.9610%) [8]. - The proposal to amend the related party transaction management measures was approved with 78,308,744 votes (99.9650%) [8]. - The proposal to amend the external investment management measures was approved with 78,310,944 votes (99.9660%) [8]. - The proposal to amend the management system for shares held by directors and senior management was approved with 78,299,944 votes (99.9630%) [9]. - The proposal to amend the behavior norms for controlling shareholders and actual controllers was approved with 78,319,144 votes (99.9730%) [9]. - The proposal for the profit distribution plan for the first quarter of 2025 was approved with 78,321,644 votes (99.9740%), with minority investors voting 99.8811% in favor [9]. - The legal opinion concludes that the voting procedures and results of the meeting are legitimate and valid [9].
华之杰: 北京市天元律师事务所关于苏州华之杰电讯股份有限公司2025年第一次临时股东大会的法律意见